25
Food Empire Holdings Limited Annual Report 2014
CORPORATE GOVERNANCE
Food Empire Holdings Limited (the “
Company
”) and its subsidiaries (the “
Group
”) are committed to maintaining good
corporate governance to enhance and protect the interest of the Company’s shareholders. The Company recognises
the importance of practicing good corporate governance and supports the Code of Corporate Governance 2012
(the “
Code
”).
This report outlines the corporate governance framework and practices adopted by the Company with reference given
to the principles of the Code.
A)
BOARD MATTERS
- Principle 1: Effective Board to lead and control the Company
The principal functions of the Board are:-
1)
supervising the management of the business and affairs of the Company and the Group;
2)
approving Board policies, overall strategic plans, key operational initiatives, financial objectives of the Group;
3)
reviewing and monitoring the performance and rewarding of key management;
4)
overseeing the processes for evaluating the adequacy of internal controls, risk management, financial
reporting and compliance;
5)
approving the nomination of the Board of Directors and appointment of key personnel;
6)
approving annual budgets, major funding, investment and divestment proposals; and
7)
assuming responsibility for corporate governance.
To facilitate effective management, the Board has delegated certain functions to various Board Committees. The
Board Committees operate under clearly defined terms of reference. The Chairmen of the respective Committees
will report to the Board the outcomes of the Committee meetings.
There are three Board Committees:-
-
Audit Committee (“
AC
”)
-
Remuneration Committee (“
RC
”)
-
Nominating Committee (“
NC
”)
Other matters which specifically require the full Board’s decisions are those involving conflicts of interests of
a substantial shareholder or a Director, material acquisitions and disposal of assets, corporate or financial
restructuring and share issuances, dividends and other returns to shareholders.
The Board conducts scheduled meetings on a quarterly basis. Ad-hoc meetings are convened as and when
circumstances require.
